Subsequent Knowledge Sample Clauses
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Subsequent Knowledge. Upon Purchaser’s acquiring Knowledge that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect in any material respect when made or when deemed to be made, Purchaser shall give such Seller written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to Closing). If at or prior to Closing, any Seller (or any of the Seller Knowledge Representatives (as defined in Section 14.04(d)) obtains knowledge that any of the representations or warranties made herein by such Seller are untrue, inaccurate or incorrect in any material respect as of the date made or deemed to be made, such Seller shall give Purchaser written notice thereof within five (5) Business Days of obtaining such Knowledge (but, in any event, prior to Closing). In either such event, each Seller shall have the right to cure each such material misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such cure. If a Seller determines that it is either unwilling to cure or unable to cure such material misrepresentation or breach, then such Seller shall notify Purchaser and, within five (5) Business Days thereafter, Purchaser, as its sole remedy for any and all such materially untrue, inaccurate or incorrect representations or warranties, shall elect either to (i) waive all such material misrepresentations or breaches of warranties and consummate the Closing without any reduction of or credit against the Purchase Price or (ii) terminate this Agreement with respect to all (but not less than all) of the Facilities by written notice to Sellers, in which event the Deposit shall be returned to Purchaser, and neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination.
Subsequent Knowledge. If Consultant learns at any time that any of its employees or that any of the employees of a subconsultant who are performing work under this Contract have a relative who is employed by TxDOT, Consultant shall notify TxDOT under subsection (b) of each instance within thirty days of obtaining that knowledge.
Subsequent Knowledge. If AKVA Hf. or AKVA USA obtains any knowledge or information between the date hereof and Settlement, making or indicating that any of the aforesaid warranties or representations are no longer true, or indication that any of the representations and conditions set forth above are not true and cannot be made true by the party to which such representation or warranty applies, by the time of Settlement, or will no longer be true as of the date of Settlement, the party to whom such representation or warranty applies will promptly notify VPS of such change in circumstances.
Subsequent Knowledge. If, prior to the Closing, either party has actual knowledge that any of the representations or warranties made herein by the other party are untrue, inaccurate or incorrect in any material respect when made or when deemed to be made, then the party obtaining such actual knowledge shall give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). Upon receipt of such notice, the breaching party shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) for the purpose of such cure. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect and Buyer elects to proceed with Closing, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transactions without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer’s damages resulting from all such untruths or inaccuracies are reasonably estimated by Buyer to exceed Fifty Thousand and No/100 Dollars ($50,000.00) (the “Floor”) in the aggregate.